As filed with the Securities and Exchange Commission on August 22, 1994
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1914582
(State of incorporation) (I.R.S. employer identification number)
6820 LBJ Freeway
Dallas, Texas 75240
214-980-9917
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Debra L. Smithart
Executive Vice President
Brinker International, Inc.
6820 LBJ Freeway
Dallas, Texas 75240
214-980-9917
(Name, address including zip code, and telephone number, including area
code, of agent for service)
Copies to:
Roger F. Thomson Bruce H. Hallett
Executive Vice President and General Counsel Crouch & Hallett, L.L.P.
6820 LBJ Freeway 717 N. Harwood St., Suite 1400
Dallas, Texas 75240 Dallas, Texas 75201
214-980-9917 214-953-0053
Approximate date of commencement of proposed sale to the public: As
soon as practicable upon the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plans, please check the
following box.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Maximum Maximum Amount of
Class of Securities Amount Being Offering Price Aggregate Registration
Being Registered Registered Per Share (1) Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, 505,930 $23.625 $11,952,596 $4,122
$0.10 par value shares
<FN>
(1) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities Act of 1933, as amended, based on the average of the high and low
prices of the registrant's common stock on August 17, 1994 as reported on the
New York Stock Exchange.
</TABLE>
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
505,930 Shares
BRINKER INTERNATIONAL, INC.
COMMON STOCK
The 505,930 shares (the "Shares") of Common Stock of Brinker
International, Inc., a Delaware corporation (the "Company"),
offered hereby are being sold by the Selling Stockholders. See
"Selling Stockholders." The Company will not receive any of the
proceeds from the sale of the Shares offered hereby.
The Shares may be offered by the Selling Stockholders from
time to time in open market transactions (which may include block
transactions) or otherwise on the New York Stock Exchange at
prices relating to prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions
by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or
purchasers of the Shares for whom such broker-dealers may act as
agent or to whom they sell as principal or both (which
compensation as to a particular broker-dealer might be in excess
of customary commissions). The Selling Stockholders and any
broker-dealer acting in connection with the sale of the Shares
offered hereby may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Act"), in
which event any discounts, concessions or commissions received by
them, which are not expected to exceed those customary in the
types of transactions involved, or any profit on resales of the
Shares by them, may be deemed to be underwriting commissions or
discounts under the Act. The offering contemplated hereby will
terminate as to the Shares upon the earlier to occur of the sale
of all of the Shares or August 3, 1996. See "Selling
Stockholders."
The costs, expenses and fees incurred in connection with the
registration of the Shares, which are estimated to be $10,000
(excluding selling commissions and brokerage fees incurred by the
Selling Stockholders), will be paid by the Company. The Company
has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Act, and the Selling
Stockholders have agreed to indemnify the Company against certain
liabilities relating to information furnished by the Selling
Stockholders to the Company and included in this Registration
Statement.
The last reported sale price of the Common Stock on the New
York Stock Exchange on August 19, 1994 was $24.00 per share.
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________
The date of this Prospectus is August 22, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information concerning the Company can
be inspected and copied at the public reference facilities
maintained by the Commission at its offices at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 75
Park Place, New York, New York 10007. Copies of such material
can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, such material can be inspected at
the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1993;
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended September 29, 1993;
3. The Company's Quarterly Report on Form 10-Q for the
quarter ended December 29, 1993; and
4. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 30, 1994.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
termination of the offering of the shares of Common Stock
hereunder shall be deemed to be incorporated herein by reference
and shall be a part hereof from the date of the filing of such
documents. Any statements contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or replaced for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or replaces such
statement. Any such statement so modified or replaced shall not
be deemed, except as so modified or replaced, to constitute a
part of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom a Prospectus is
delivered, upon written or oral request of such person, a copy of
the documents incorporated by reference herein, other than
exhibits to such documents not specifically incorporated by
reference. Such requests should be directed to Brinker
International, Inc., 6820 LBJ Freeway, Dallas, Texas 75240,
Attention: Investor Relations (telephone (214) 980-9917).
<PAGE>
THE COMPANY
The Company is principally engaged in the operation and
development of the Chili's Grill & Bar ("Chili's"), Grady's
American Grill ("Grady's"), Romano's Macaroni Grill ("Macaroni
Grill"), Spageddies ("Spageddies") and On The Border ("On The
Border") restaurants. The Company was organized under the laws
of the State of Delaware in September 1983 to succeed to the
business operated by Chili's, Inc., a Texas corporation,
organized in August 1977. The Company completed the acquisitions
of Grady's in February 1989, Macaroni Grill in November 1989,
Spageddies in June 1993, and On The Border in May 1994.
Chili's. Chili's establishments are full-service
Southwestern theme restaurants, featuring a casual atmosphere and
a limited menu of freshly prepared chicken, beef and seafood
entrees, hamburgers, ribs, fajitas, sandwiches, salads,
appetizers and desserts, all of which are prepared fresh daily
according to special Chili's recipes.
Chili's restaurants feature quick, efficient and friendly
table service designed to minimize customer waiting time and
facilitate table turnover, with an average turnover time per
table of approximately 45 minutes. Service personnel are dressed
casually in jeans or slacks, knit shirts and aprons to reinforce
the casual, informal environment. The decor of a Chili's
restaurant consists of booth seating, tile-top tables, hanging
plants and wood and brick walls covered with interesting
memorabilia.
Emphasis is placed on serving substantial portions of fresh,
quality food at modest prices. Entree selections range in menu
price from $3.85 to $9.95, with the average revenue per meal,
including alcoholic beverages, approximating $8.45 per person. A
full-service bar is available at each Chili's restaurant, with
frozen margaritas offered as the concept's specialty drink. Food
and non-alcoholic beverage sales constitute approximately 85% of
the concept's total restaurant revenues, with alcoholic beverage
sales accounting for the remaining 15%.
Grady's. Grady's restaurants are casual, upscale dinner
house restaurants which feature a broad menu focusing on fresh
seafood, prime rib, steaks, chicken and pasta entrees, salads,
sandwiches, appetizers, desserts and a full-service bar. Grady's
restaurants feature booth and table seating, wood and brick walls
and brass fixtures. Service personnel are dressed smartly, in
casual slacks, white buttoned-down shirts and ties, which
reinforce the upscale atmosphere.
The restaurant appeals to a slightly more sophisticated
customer than Chili's. Entree selections range in price from
$4.95 to $14.95, with the average revenue per meal, including
alcoholic beverages, approximating $10.75 per person. Food and
non-alcoholic beverage sales constitute approximately 87% of the
concept's total restaurant revenues, with alcoholic beverage
sales accounting for the remaining 13%.
<PAGE>
Macaroni Grill. Macaroni Grill is an upscale Italian theme
restaurant which specializes in family-style recipes and features
seafood, meat, chicken and pasta entrees, salads, pizza,
appetizers and desserts with limited beer and wine selection in
most restaurants and a full-service bar in recent and future
openings. Exhibition cooking, wood-burning ovens and rotisseries
provide an enthusiastic and exciting environment in the
restaurants. Macaroni Grill restaurants feature white linen-
clothed tables, fireplaces, a pizza oven, sous stations,
rotisseries and prominent displays of wines. Service personnel
are dressed in white, starched shirts and aprons, dark slacks and
bright ties.
Entree selections range in menu price from $4.75 to $15.95
with certain specialty items priced on a daily basis. The
average revenue per meal, including alcoholic beverages, is
approximately $13.50 per person. Food and non-alcoholic beverage
sales constitute approximately 83% of the concept's total
restaurant revenues, with alcoholic beverage sales accounting for
the remaining 17%.
Spageddies. Spageddies restaurants are casual, full-
service, moderately priced Italian restaurants featuring
appetizers, salads, pasta, pizza, rotisserie chicken, steak and
desserts with alcoholic beverage selections. Spageddies
restaurants feature an exhibition kitchen, a wood-burning pizza
oven, Italian billboards and prominent displays of peppers,
parmesan and tomatoes. Service personnel are dressed casually in
black shorts or pants and red or black and white-striped shirts
to reinforce the casual, informal, open environment.
Entree selections range in menu price from $3.45 to $12.95.
The average revenue per meal, including alcoholic beverages, is
approximately $8.15 per person. Food and non-alcoholic beverage
sales constitute approximately 90% of the concept's total
restaurant revenues, with alcoholic beverage sales accounting for
the remaining 10%.
On The Border. On The Border is a casual, outdoor
patio/cafe restaurant featuring Mesquite-grilled specialties of
Texas and Mexico served in generous portions at modest prices.
On The Border restaurants feature Mesquite wood-grilled chicken
and beef specialties, including On The Border's signature fajitas
and original recipe Mexican foods, fresh-cooked, flour tortillas
that are continuously flame-grilled on a flour tortilla machine
which is displayed for customers' viewing, and a full service,
Mexican-style bar serving a variety of frozen margaritas,
specialty tequilas and Mexican beers. The restaurants feature
outdoor dining patios and an open South Texas/Mexican border
interior decor, including exposed brick, cactus and artifacts
indigenous to the South Texas/Mexican border country.
On The Border's dinner menu entrees range in price from
$5.45 to $12.95, with most items priced between $6.45 and $9.00.
The lunch menu offers a limited selection of Tex-Mex specialties
and a variety of salads and Mesquite grilled sandwiches. Lunch
prices range from $3.95 to $8.95, with most items priced between
$4.75 and $6.25. On The Border also has a children's menu, a
weekend brunch menu and provides banquet and catering services.
The average check per customer, including beverage, at On The
Border restaurants was approximately $9.77 in 1993. During 1993,
sales of alcoholic beverages accounted for approximately 26% of
On The Border's total food and beverage sales.
<PAGE>
The Company's principal offices are located at 6820 LBJ
Freeway, Dallas, Texas 75240, and its telephone number is (214)
980-9917.
SELLING STOCKHOLDERS
Prior to August 3, 1994, (a) Messrs. Eugene B. Knippers,
John W. Meshad, Chris Sullivan, Bob Basham, Doug Lanham, Jean
Noel Prade, Chuck Winship, Vince Dooley and Bill Dooley and Hunt
Building Corporation, either directly or indirectly through an
affiliated entity, were the equity interest owners in Sunstate
Franchise Company, Ltd. ("SFC"), a Florida limited partnership
that operated two Chili's restaurants located in St. Petersburg,
Florida and Duluth, Georgia, respectively, as a franchisee of the
Company; and (b) SFC, along with 4141, Inc. and JWM Properties,
Inc. were the equity interest owners of Sunstate Sarasota
Associates ("SSA"), a Florida joint venture that operated one
Chili's restaurant located in Sarasota, Florida, as a franchisee
of the Company. Sunstate Ventures I, Ltd. ("SVIL"), is a Florida
general partnership that, prior to August 3, 1994, owned the real
property and certain of the personal property in connection with
the Chili's restaurant located in Sarasota, Florida, and operated
such restaurant as a franchisee of the Company. Messrs.
Knippers, Meshad, Sullivan, Basham, Lanham, Prade, Winship, Vince
Dooley, Bill Dooley, SVIL, 4141, Inc., JWM Properties, Inc. and
Hunt Building Corporation comprise the Selling Stockholders.
On August 3, 1994, the Company acquired the equity interests
in SFC and SSA (the "Equity Acquisitions") and certain of the
assets of SVIL in exchange for the issuance of shares of Common
Stock to the Selling Stockholders or their affiliates.
The Equity Acquisitions are being accounted for as a pooling
of interests, and each of the Selling Stockholders has agreed
with the Company not to trade any of the Shares until the
Company, SFC and SSA have completed at least 30 days of combined
operations and the Company has published its financial statements
for the quarter ending September 28, 1994. The offering of the
Shares contemplated hereby may commence at any time subsequent to
such publication date and will terminate on August 3, 1996, or
such earlier date as all the Shares offered hereby have been
sold.
Messrs. Knippers, Sullivan, Basham, Lanham and Winship are
the only Selling Stockholders that owned shares of Common Stock
prior to August 3, 1994 and none of these previously issued
shares (the "Pre-existing Shares") are being offered hereby. The
following table sets forth the name of each Selling Stockholder,
the aggregate number of shares owned by each Selling Stockholder
prior to this offering, the aggregate number of shares to be
offered by each Selling Stockholder, the aggregate number of
shares to be owned by each Selling Stockholder after the sale of
all Shares in this offering and the percentage of the Company's
outstanding Common Stock that will be owned by such Selling
Stockholder thereafter, in each case assuming the offering of and
sale of all Shares, except for the Pre-existing Shares, in this
offering. Each Selling Shareholder has sole voting and
investment power with respect to the shares of Common Stock
beneficially owned by him.
<PAGE>
<TABLE>
<CAPTION>
Shares Offered
Shares Owned for the Selling Shares to be Percentage
Selling Prior to the Stockholder's Owned After Owned After
Stockholder Offering Account the Offering the Offering
<C> <C> <C> <C> <C>
4141, Inc. 10,870 10,870 --- ---
Bob Basham 71,024 53,488 17,536 *
Bill Dooley 8,632 8,632 --- ---
Vince Dooley 8,632 8,632 --- ---
Hunt Building Corp. 29,114 29,114 --- ---
JWM Properties, Inc. 10,870 10,870 --- ---
Eugene B. Knippers 112,291 111,291 1,000 *
Doug Lanham 24,183 18,183 6,000 *
John W. Meshad 43,653 43,653 --- ---
Jean Noel Prade 15,459 15,459 --- ---
Chris Sullivan 55,288 53,488 1,800 *
Sunstate Ventures I,
Ltd. 130,435 130,435 --- ---
Chuck Winship 15,190 11,815 3,375 *
<FN>
* Less than 1%.
</TABLE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of
100,000,000 shares of Common Stock, $0.10 par value, and
1,000,000 shares of Preferred Stock, $1.00 par value. At August
16, 1994, there were 71,585,302 shares of Common Stock of the
Company outstanding and no shares of Preferred Stock outstanding.
Common Stock. All outstanding shares of Common Stock are
fully paid and nonassessable. All holders of Common Stock have
full voting rights and are entitled to one vote for each share
held of record on all matters submitted to a vote of the
stockholders. Votes may not be cumulated in the election of
directors. Stockholders have no preemptive or subscription
rights. The Common Stock is neither redeemable nor convertible,
and there are no sinking fund provisions. Holders of Common
Stock are entitled to dividends when and as declared by the Board
of Directors from funds legally available therefor and are
entitled, in the event of liquidation, to share ratably in all
assets remaining after payment of liabilities. The rights of
holders of Common Stock will be subject to any preferential
rights of any Preferred Stock which may be issued in the future.
<PAGE>
Preferred Stock. The Board of Directors of the Company is
authorized to issue Preferred Stock in one or more series and to
fix the voting rights, liquidation preferences, dividend rates,
conversion rights, redemption rights and terms, including sinking
fund provisions, and certain other rights and preferences.
Transfer Agent and Registrar. Chemical Shareholders
Services Group, Inc. is the transfer agent and registrar of the
Company's Common Stock.
LEGAL OPINIONS
The validity of the shares of Common Stock offered hereby
has been passed upon by Crouch & Hallett, L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements and schedules of the
Company as of June 30, 1993 and 1992, and for each of the years
in the three-year period ended June 30, 1993, incorporated by
reference herein have been incorporated by reference herein in
reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and
auditing. To the extent that KPMG Peat Marwick LLP audits and
reports upon consolidated financial statements and schedules of
the Company issued at future dates, and consents to the use of
their reports thereon, such financial statements and schedules
also will be incorporated by reference herein in reliance upon
their reports and said authority.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses incurred in connection herewith will
be paid by the Company:
<TABLE>
<CAPTION>
Item Amount (1)
<S> <C>
SEC registration fee $ 4,122
Legal fees and expenses 2,000
Accounting fees 2,500
Miscellaneous 1,378
Total $10,000
_______
<FN>
(1) All items other than SEC registration fee are estimated
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware provides generally and in pertinent part that a Delaware
corporation may indemnify its directors and officers against
expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with any
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) if, in connection with the matters in issue, they
acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interests of the corporation,
and, in connection with any criminal suit or proceeding, if in
connection with the matters in issue, they had no reasonable
cause to believe their conduct was unlawful. Section 145 further
provides that in connection with the defense or settlement of any
action by or in the right of the corporation, a Delaware
corporation may indemnify its directors and officers against
expenses actually and reasonably incurred by them if, in
connection with the matters in issue, they acted in good faith
and in a manner they reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper. Section 145 permits a
Delaware corporation to grant its directors and officers
additional rights of indemnification through bylaw provisions and
otherwise and to purchase indemnity insurance on behalf of its
directors and officers.
<PAGE>
Article Ninth of the registrant's Certificate of
Incorporation provides that no director shall be liable to the
registrant or its stockholders for monetary damages for breach of
fiduciary duty, provided that the liability of a director is not
limited (i) for any breach of the director's duty of loyalty to
the registrant or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law or (iv) any transaction from which such
director derived an improper personal benefit.
Article VI, Section 2 of the registrant's bylaws provides,
in general, that the registrant shall indemnify its directors and
officers under the circumstances defined in Section 145. The
Company has obtained an insurance policy insuring the directors
and officers of the Company against certain liabilities, if any,
that arise in connection with the performance of their duties on
behalf of the Company and its subsidiaries.
Item 16. Exhibits.
3(i) -- Certificate of Incorporation of the registrant.
(1)
3(ii) -- Bylaws of the registrant. (2)
5 -- Opinion of Crouch & Hallett, L.L.P. (3)
23(a)-- Consent of KPMG Peat Marwick LLP. (3)
23(b)-- Consent of Crouch & Hallett, L.L.P. (included in
opinion filed as Exhibit 5).
24 -- Power of Attorney (included on p. II-4).
________________
(1) Filed as an exhibit to Registration Statement No. 33-52705
on Form S-4 and incorporated herein by reference.
(2) Filed as an exhibit to Registration Statement No. 2-87736 on
Form S-1 and incorporated herein by reference.
(3) Filed herewith.
Item 17. Undertakings.
(a) The registrant hereby undertakes (1) to file, during
any period in which offers or sales are being made of the Shares
registered hereby, a post-effective amendment to this
Registration Statement, to include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement; (2) that, for the
purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and (3) to
remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
<PAGE>
(b) The registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas and the State of
Texas, on the 22nd day of August, 1994.
BRINKER INTERNATIONAL, INC.
By: /s/ Debra L. Smithart
Debra L. Smithart, Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Ronald A. McDougall
and Debra L. Smithart, and each of them (with full power to act
alone), as attorneys and agents for the undersigned, with full
power of substitution, for and in the name, place and stead of
the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any
and all applications, instruments and other documents to be filed
with the Securities and Exchange Commission pertaining to the
registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed below by
the following persons in the capacities and on August 22, 1994.
Signature Title
/s/ Norman E. Brinker Chairman of the Board,
Norman E. Brinker Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Debra L. Smithart Executive Vice President
Debra L. Smithart and Director (Principal Financial
and Accounting Officer)
/s/ Ronald A. McDougall Director
Ronald A. McDougall
<PAGE>
/s/ Creed L. Ford, III Director
Creed L. Ford, III
/s/ F. Lane Cardwell, Jr. Director
F. Lane Cardwell, Jr.
/s/ Roger F. Thomson Director
Roger F. Thomson
/s/ Jack W. Evans, Sr. Director
Jack W. Evans, Sr.
Director
Rae F. Evans
Director
J. Ira Harris
Director
Frederick S. Humphries
Director
William F. Regas
Director
Ray L. Hunt
Director
J. M. Haggar, Jr.
/s/ James E. Oesterreicher Director
James E. Oesterreicher
Director
Roger T. Staubach
(214) 953-0053
August 22, 1994
Brinker International, Inc.
6820 LBJ Freeway
Suite 200
Dallas, Texas 75240
Gentlemen:
We have served as counsel to Brinker International, Inc., a
Delaware corporation (the "Company"), and certain stockholders of
the Company (the "Selling Stockholders") in connection with the
Registration Statement on Form S-3 covering the sale from time to
time by the Selling Stockholders of a maximum of 505,930 shares
(the "Shares") of Common Stock, $.10 par value, of the Company.
We have examined such documents and questions of law as we
have deemed necessary to render the opinion expressed below. Based
upon the foregoing, we are of the opinion that the Shares, when
issued and delivered, are duly and validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Crouch & Hallett, L.L.P.
Exhibit 23(a)
Consent of Independent Accountants
The Board of Directors
Brinker International, Inc.
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG Peat Marwick, L.L.P.
Dallas, Texas
August 19, 1994
